Life USA Announces Receipt of Investment Banker Fairness Opinion

Business Wire, June 8, 1999

MINNEAPOLIS--(BUSINESS WIRE)--June 8, 1999--

Life USA Holding, Inc. (Life USA) announced that its Board of Directors today received an opinion from its investment banker, Donaldson, Lufkin & Jenrette Securities Corporation (DLJ), in connection with the pending acquisition of Life USA by Allianz Life Insurance Company of North America (Allianz Life) for $20.75 per share in cash. DLJ's opinion was to the effect that, as of today's date, and based upon and subject to the assumptions, limitations and qualifications set forth therein, that the consideration to be received by the holders of Life USA common stock pursuant to the merger agreement with Allianz Life is fair to such holders from a financial point of view.

Receipt of the fairness opinion satisfies one of the conditions of the May 17, 1999 merger agreement between Life USA and Allianz Life. Other conditions to the merger include regulatory approval and approval by the Life USA shareholders.

Allianz Life is a leading provider of life, health, and annuity products through independent distribution networks and financial institutions in the U.S. and Canada. Allianz Life is wholly-owned by Allianz of America, Inc., the holding company for the North American companies of Allianz AG, an international insurance group headquartered in Munich, Germany. The Allianz Group is ranked as one of the five largest insurance groups in the world.

Life USA Holding, Inc. is a national financial services holding and marketing company based in Minneapolis. Its primary subsidiary, LifeUSA Insurance Company, is represented by over 160 marketing organizations nationwide. Life USA Holding, Inc. common stock trades on the Nasdaq National Market tier of The Nasdaq Stock Market under the symbol LUSA.

Statements other than historical information contained in this press release are forward-looking statements and, therefore, subject to risks and uncertainties, including those identified below, which could cause the actual results to differ materially from statements. In addition to statements which are forward-looking by reason of context, the words "believe," "expect," "anticipate," "intend," "designed," "goal," "objective," "optimistic," "will" and similar expressions identify forward-looking statements. Factors which could cause actual results to differ materially from the forward-looking statements, thereby resulting in a material adverse impact on the business, results of operations or financial condition of the Company, include but are not limited to (i) the Company's ability to develop or receive regulatory approval of new products intended to be marketed as uniquely suited to meet identified needs for life insurance, retirement income planning and long-term care; (ii) regulatory constraints on existing or future products rendering the products unmarketable or unprofitable; (iii) the Company's ability to favorably differentiate its products and service levels from those of competitors, including other insurance and financial services companies and various investment vehicles readily available to consumers; (iv) loss of key personnel; (v) the Company's ability to manage assets and produce returns providing sufficient spread on invested assets backing policyholder liabilities; (vi) the strength of the equity markets and the interest rate environment; (vii) field marketing organization investment in the education and support of agents selling the Company's products; (viii) the ability of owned and minority-owned marketing organizations to increase production and profitability; (ix) increase in the size and improvement in the productivity of the Company's distribution system; (x) continuation of mutually beneficial relationships with Allianz Life and the Reinsurers; (xi) continued access to capital at favorable rates; (xii) willingness of the private market to identify and allocate significant resources to long-term care coverage; (xiii) the Company's ability to attract and retain committed, competent and creative home office owners and management; (xiv) the Company's ability to ensure the continuous availability of technology at levels necessary to efficiently process and maintain the business produced for the entire enterprise and manage the assets of the enterprise; (xv) litigation, with or without merit, claiming significant resources of the enterprise; and (xvi) the ability of the Company to adequately remediate all operational systems and non-computer devices and internal computer software to avoid Year 2000 problems without significant additional expense, and the reliability of assurances obtained from and ongoing data exchange testing with key vendors and business partners to address Year 2000 problems. Forward-looking statements speak only as of the date on which they are made, and the Company does not undertake an obligation to update or revise any forward-looking statements.